0001823144 false 0001823144 2023-03-01 2023-03-01 0001823144 us-gaap:CommonStockMember 2023-03-01 2023-03-01 0001823144 CMPO:RedeemableWarrantSeachWholeWarrantExercisableForOneShareOfClassACommonStockMember 2023-03-01 2023-03-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 1, 2023

 

CompoSecure, Inc.

(Exact Name of Registrant as Specified in its Charter) 

 

Delaware		001-39687		85-2749902
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

309 Pierce Street   Somerset, New Jersey	08873
(Address of Principal Executive Offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (908) 518-0500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		CMPO		Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock		CMPOW		Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 2.02

Results of Operation and Financial Condition

 

On March 1, 2023, CompoSecure, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2022 and provided an investor presentation to accompany the press release. Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively.*

 

Item 7.01

Regulation FD Disclosure

 

The information included under Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.*

 

Item 9.01

Exhibits

 

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release of the Company, dated March 1, 2023
99.2	Investor Presentation, dated March 2023
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

* The information in Items 2.02 and 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	COMPOSECURE, INC.
Date: March 1, 2023	By:	/s/Timothy Fitzsimmons
		Timothy Fitzsimmons
		Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

CompoSecure Reports Record Full Year 2022 Financial Results 

and Issues 2023 Outlook

 

FY Net Sales up 41% to $378.5 Million; FY Net Income up 58% to $131.8 Million; FY Adj. EBITDA up 33% to $136.2 Million

 

Q4 Net Sales up 25% to $93.8 Million; Q4 Net Income up 12% to $22.4 Million; Q4 Adj. EBITDA up 44% to $30.6 Million

 

Expects 2023 Net Sales Between $400-$425 Million; Adj. EBITDA Between $145-$155 Million

 

SOMERSET, N.J., March 1, 2023 -- CompoSecure, Inc. (Nasdaq: CMPO), a leader in metal payment cards, security, and authentication solutions, today announced its financial and operating results for the fourth quarter and full year ended December 31, 2022.

 

“Our fourth quarter performance capped off a remarkable year for CompoSecure. For the full year 2022, we established records across all key financial metrics and demonstrated impressive domestic, international and fintech customer growth,” said Jon Wilk, President and CEO of CompoSecure. “Our ability to deliver these results despite the uncertain macroeconomic conditions speaks to the durability of our business driven by deep customer relationships, best-in-class products, and strong sales execution. Looking ahead, we are well positioned to continue driving organic growth, which is supported by positive card issuer trends. We also remain committed to prudent investments in product innovation across payment card and security technologies to deliver long term shareholder value.”

 

Full Year 2022 Financial Highlights (vs. FY 2021)

 

●

Net Sales: Net Sales increased 41% to $378.5 million compared to $267.9 million.

●

Gross Profit: Gross Profit increased 52% to $219.6 million or 58% of Net Sales, compared to $144.8 million or 54.1%.

●

Net Income/EPS: Net Income increased 58% to $131.8 million compared to $83.4 million. Net Income per share attributable to class A common stockholders was $1.21 (Basic) and $1.13 (Diluted).

●

Adjusted Net Income/Adjusted EPS: Adjusted Net Income (a non-GAAP measure) was $83.0 million. Adjusted EPS (a non-GAAP measure), which includes both class A and class B shares, was $1.10 (Basic) and $0.94 (Diluted) (see reconciliation of non-GAAP measures shown in table below).

 

 

●

Adjusted EBITDA: Adjusted EBITDA (a non-GAAP measure) increased 33% to $136.2 million compared to $102.3 million.

●

Balance Sheet: As of December 31, 2022, the Company had $13.6 million of cash and cash equivalents and $363 million of total debt, which includes $233 million of term loan, and $130 million of exchangeable notes.

●

Shares Outstanding: As of December 31, 2022, the Company had approximately 76.7 million shares outstanding which includes approximately 16.4 million class A shares and approximately 60.3 million class B shares (for more information on shares outstanding, both Basic and Diluted, please refer to the Company’s 10-K and the accompanying earnings presentation).

 

Q4 2022 Financial Highlights (vs. Q4 2021)

 

●

Net Sales: Net Sales increased 25% to $93.8 million compared to $75.3 million, with the increase primarily driven by strong sales execution, growth from new and existing programs, and continued international demand.

●

Gross Profit: Gross Profit increased 28% to $50.3 million or 53.6% of Net Sales, compared to $39.3 million or 52.2%. The increase in Gross Profit and margin was primarily driven by improved operational efficiencies and volume.

●

Net Income/EPS: Net Income increased 12% to $22.4 million compared to $20.0 million. Net Income per share attributable to class A common stockholders was $0.14 (Basic) and $0.14 (Diluted).

●

Adjusted Net Income/Adjusted EPS: Adjusted Net Income (a non-GAAP measure) was $17.7 million. Adjusted EPS (a non-GAAP measure), which includes both class A and class B shares, was $0.23 (Basic) and $0.20 (Diluted) (see reconciliation of non-GAAP measures shown in table below).

●

Adjusted EBITDA: Adjusted EBITDA (a non-GAAP measure) increased 44% to $30.6 million compared to $21.2 million, with the increase primarily driven by Net Sales growth, margin expansion, as well as managing investments related to Arculus.

 

Recent Operational Highlights

 

●

Enhanced security for cardholders:

o

Secure Authentication – received approval from Visa and Mastercard to add secure authentication to payment cards using FIDO2 technology and working on pilots with several customers.

o

Biometric Card – includes a fingerprint sensor on a metal payment card delivering enhanced security at the point of a transaction.

o

Dynamic CVV – converts the 3-digit CVV code from a static number printed on the back of the metal card to a tiny e-ink screen that refreshes the CVV periodically.

●

Launched innovative payment card designs:

o

LED Card – makes the issuing bank logo light up with LEDs when a contactless transaction is initiated at the point of sale.

 

 

o

Lux Glass™ Card – CompoSecure is the first to manufacture a transparent payment card made of Corning® Gorilla® Glass with a metal bezel.

o

Echo Mirror™ Card – a buffed stainless-steel payment card with a mirror-like finish, and a protective coating.

●

Enhancing Arculus cold storage wallet B2B and B2C functionality to include support for more than 10K coins, superior security for card to mobile device communication, and expanded wallet connect and Defi access.

●

Successfully completed and received independent SOC 2 Type 2 audit attestation.

 

2023 Financial Outlook

 

CompoSecure expects Net Sales for the full year 2023 to range between $400-$425 million and expects Adjusted EBITDA in 2023 to range between $145-$155 million.

 

Conference Call

 

The Company will host a conference call and live audio webcast today at 5:00 p.m. Eastern time to discuss its financial and operational results, followed by a question-and-answer period.

 

Date: Wednesday, March 1, 2023

Time: 5:00 p.m. Eastern time

Dial-in registration link: here

Live webcast registration link: here

 

If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

 

A live webcast and replay of the conference call will be available on the investor relations section of the Company’s website at https://ir.composecure.com/news-events/events.

 

About CompoSecure

 

Founded in 2000, CompoSecure (Nasdaq: CMPO) is a technology partner to market leaders, fintechs and consumers enabling trust for millions of people around the globe. The company combines elegance, simplicity and security to deliver exceptional experiences and peace of mind in the physical and digital world. CompoSecure’s innovative payment card technology and metal cards with Arculus security and authentication capabilities deliver unique, premium branded experiences, enable people to access and use their financial and digital assets, and ensure trust at the point of a transaction. For more information, please visit www.composecure.com and www.GetArculus.com.

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although the Company believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements: the outcome of any legal proceedings that may be instituted against the Company or others; the impacts of the ongoing COVID-19 pandemic; the ability of the Company to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees; the possibility that the Company may be adversely impacted by other economic conditions (including the rapidly evolving conflict between Russian and the Ukraine), business, and/or competitive factors; future exchange and interest rates; and other risks and uncertainties included under “Risk Factors” in other Company filings that have been made or will be made with the Securities and Exchange Commission. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Use of Non-GAAP Financial Measures

 

This press release includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. The Company believes EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are useful to investors in evaluating the Company’s financial performance. The Company uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and to measure incentive compensation, as we believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. Due to the forward-looking nature of the financial guidance included above, specific quantification of the charges excluded from the non-GAAP financial measures included in such financial guidance, including with respect to depreciation, amortization, interest, and taxes, that would be required to reconcile the non GAAP financial measures included in such financial guidance to GAAP measures are not available, so it is not feasible to provide accurate forecasted non-GAAP reconciliations without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included, and no reconciliation of the forward looking non-GAAP financial measures is included. In addition, the Company’s debt agreements contain covenants that use a variation of these measures for purposes of determining debt covenant compliance. The Company believes that investors should have access to the same set of tools that its management uses in analyzing operating results. EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are significant components in understanding and assessing the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity and may be different from similarly titled non-GAAP measures used by other companies. Please refer to the tables below for the reconciliation of GAAP measures to these non-GAAP measures for the quarters and years ended December 31, 2022 and December 31, 2021.

 

 

Corporate Contact

Anthony Piniella

Head of Communications, CompoSecure

(908) 898-8887

apiniella@composecure.com

 

Investor Relations Contact

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

ir@composecure.com

 

 

 

CompoSecure, Inc.

Condensed Consolidated Balance Sheet Data

(in thousands)

 

		December 31, 2022				December 31, 2021
		(unaudited)
ASSETS
Cash and cash equivalents		$	13,642			$	21,944
Accounts Receivable, net			37,272				27,925
Inventories			42,374				25,806
Prepaid expenses and other current assets			3,824				2,596
Property and equipment, net			22,655				22,177
Right of use asset, net			8,932				5,246
Deferred tax asset			25,569				25,650
Derivative asset - interest rate swap			8,651				-
Deposits and other assets			24				10
TOTAL ASSETS		$	162,943			$	131,354
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt		$	14,372				12,500
Current portion of lease liabilities			1,846				1,119
Accounts payable			7,127				7,058
Accrued expenses			10,154				10,131
Deferred issuance costs			-				23,107
Commission payable			3,317				3,089
Bonus payable			8,177				3,512
Long-term debt, net of deferred finance costs			216,276				233,132
Convertible notes, net of debt discount			127,348				126,897
Derivative liability - convertible notes			285				552
Warrant liability			16,341				35,271
Line of credit			-				15,000
Earnout liability			15,090				38,427
Lease liabilities			7,766				4,709
Tax receivable agreement liability			26,842				24,500
Total stockholders' (deficit)			(291,998	)			(407,650	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	162,943			$	131,354

 

 

CompoSecure, Inc.

Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

		Three Months Ended December 31,								Years Ended December 31,
		2022				2021				2022				2021
Net sales		$	93,790			$	75,300			$	378,476			$	267,948
Operating expenses:
Cost of sales			43,514				36,025				158,832				123,099
Selling, General and administrative			25,425				30,076				104,749				63,424
Total operating expenses			68,939				66,101				263,581				186,523
Income from operations			24,851				9,199				114,895				81,425
Total other income (expense), net			(1,872	)			9,962				21,280				1,132
Income before income taxes			22,979				19,161				136,175				82,557
Income tax provision			(622	)			857				(4,360	)			857
Net income			22,357				20,018				131,815				83,414
Net income attributable to non-controlling interests			20,113				16,864				113,158				80,260
Net income attributable to CompoSecure, Inc		$	2,243			$	3,154			$	18,657			$	3,154
Net income per share attributable to Class A common stockholders -basic		$	0.14			$	0.21			$	1.21			$	0.21
Net income per share attributable to Class A common stockholders - diluted		$	0.14			$	0.12			$	1.13			$	0.12
Weighted average shared used to compute net income per share attributable to Class A common stockholders - basic			16,059				14,930				15,372				14,930
Weighted average shared used to compute net income per share attributable to Class A common stockholders - diluted			16,059				94,570				32,555				94,570

  

 

CompoSecure, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

		Year Ended December 31,
		2022				2021
CASH FLOWS FROM OPERATING ACTIVITES:
Net income		$	131,815			$	83,414
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation			8,575				10,428
Equity-based compensation expense			11,465				6,113
Amortization of deferred finance costs			2,345				1,654
Inventory Reserve			1,668				600
Change in fair value of earnout consideration liability			(23,337	)			(9,575	)
Revaluation of warrant liability			(18,930	)			(3,485	)
Change in fair value of derivative liability			(266	)			-
Deferred tax expense (benefit)			3,193				(857	)
Changes in assets and liabilities
Accounts receivable			(9,347	)			(19,133	)
Inventories			(18,237	)			3,792
Prepaid expenses and other assets			(1,228	)			(1,519	)
Accounts payable			68				4,637
Deposits			(14	)			-
Accrued expenses			23				1,665
Other liabilities			4,990				46
Net cash provided by operating activities			92,783				77,780
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment			(9,053	)			(4,746	)
Net cash used in investing activities			(9,053	)			(4,746	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Business combination and PIPE financing			-				60,826
Proceeds from convertible notes			-				127,400
Proceeds from employee stock purchase plan and exercise of equity awards			82				-
Proceeds from Term Loan			-				250,000
Payment of line of credit			(15,000	)			(5,000	)
Deferred finance costs related to debt origination			-				(1,860	)
Payment of term loan			(16,878	)			(240,000	)
Payment of Tax receivable agreement liability			(110	)			-
Distributions pursuant to the business combination			-				(218,300	)
Distributions to Holdings's members			(36,293	)			(22,334	)
Payment of issuance cost related to business combination			(23,833	)			(15,244	)
Net cash used in financing activities			(92,032	)			(64,512	)
Net decrease in cash and cash equivalents			(8,302	)			8,522
Cash and cash equivalents, beginning of period			21,944				13,422
Cash and cash equivalents, end of period		$	13,642			$	21,944
Supplementary disclosure of cash flow information
Cash paid for interest expense		$	21,379			$	10,101
Supplemental disclosure of non-cash financing activity:
Derivative asset - interest rate swap		$	8,651			$	-
Issuance costs payable		$	-			$	23,107

 

 

CompoSecure, Inc.

Non-GAAP Adjusted EBITDA Reconciliation

(in thousands)

(unaudited)

 

		Three Months Ended December 31,								Years Ended December 31,
		2022				2021				2022				2021
Net income		$	22,357			$	20,018			$	131,815			$	83,414
Add:
Depreciation			1,998				2,615				8,575				10,428
Interest expense, net			6,182				3,098				22,544				11,928
Taxes			622				(857	)			4,360				(857	)
EBITDA		$	31,159			$	24,874			$	167,294			$	104,913
Special management bonus expense			-				4,384				-				4,384
Equity compensation expense			3,730				4,989				11,465				6,113
Mark to market adjustments (1)			(4,310	)			(13,060	)			(42,533	)			(13,060	)
Adjusted EBITDA		$	30,579			$	21,187			$	136,226			$	102,350

 

(1) Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability.

 

 

CompoSecure, Inc.

Non-GAAP Adjusted EPS Reconciliation

(in thousands)

(unaudited)

 

		Three Months Ended December 31,								Year Ended December 31,
		2022								2022
		(in thousands) except per share amounts
		Basic				Diluted				Basic				Diluted
Net income		$	22,357			$	22,357			$	131,815			$	131,815
Add: provision for income taxes			622				622				4,360				4,360
Income before Income taxes			22,979				22,979				136,175				136,175
Income tax expense (1)			(4,784	)			(4,784	)			(22,423	)			(22,423	)
Adjusted net income			18,195				18,195				113,752				113,752
Less: mark-to-market adjustments (2)			(4,227	)			(4,227	)			(42,267	)			(42,267	)
Add: stock-based compensation			3,730				3,730				11,465				11,465
Adjusted net income		$	17,698			$	17,698			$	82,950			$	82,950
Common shares outstanding used in  computing earnings per share, basic:
Class A and Class B common shares (3)			76,384				76,384				75,697				75,697
Common shares outstanding used in computing earnings per share, diluted:
Warrants (Public and Private) (4)			-				8,094				-				8,094
Options and restricted common shares			-				3,859				-				4,183
Total Shares outstanding used in computing adjusted earnings per share			76,384				88,337				75,697				87,974
Adjusted earnings per share (5)		$	0.23			$	0.20			$	1.10			$	0.94

 

1) Calculated using the Company's blended tax rate.

2) Includes the changes in fair value of warrant liability and earnout consideration liability.

3) Assumes both Class A shares and Class B shares participate in earnings and are outstanding at the end of the period.

4) Assumes treasury stock method, valuation at assumed fair market value of $18.00.

5) The Company did not include the effect of Exchangeable Notes to its total shares outstanding used in diluted adjusted net income per share.

 

###